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CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2012
Feb 9, 2012
49495_rns_2012-02-09_1be8a361-1bb7-4d0e-83b7-c44fab842289.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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FAR EAST GLOBAL GROUP LIMITED 遠東環球集團有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 830)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of Far East Global Group Limited (the “ Company ”) will be held at 16th Floor, Eight Commercial Tower, No. 8 Sun Yip Street, Chai Wan, Hong Kong on 27 February 2012 at 10 a.m. for the purpose of considering and, if thought fit, passing the following resolution with or without amendments as an ordinary resolution of the Company:
ORDINARY RESOLUTION
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“ THAT
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(a) the subscription agreement dated 2 February 2012 entered into by and between the Company as the issuer and Add Treasure Holdings Limited, a wholly-owned subsidiary of China State Construction International Holdings Limited, as the subscriber (the “ Subscriber ”) (the “ Subscription Agreement ”) in relation to the subscription of 1,038,550,000 new shares (the “ Subscription Shares ”) of HK$0.01 each in the share capital of the Company for the aggregate subscription price of HK$643,901,000 for all the Subscription Shares (a copy of which is marked “A” and has been produced to the Meeting and signed by the chairman of the Meeting for purpose of identification) and all transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
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(b) the directors of the Company be and are hereby authorized and granted a specific mandate to allot and issue the Subscription Shares to the Subscriber in accordance with the terms and conditions of the Subscription Agreement; and
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(c) any one director of the Company (and any two directors of the Company or one director and the secretary of the Company, in the case of execution of documents under seal) be and is hereby authorised to exercise all the powers of the Company and take all steps as might in his/her opinion be desirable, necessary or expedient in relation to the allotment and issuance of the Subscription Shares as well as all the transactions contemplated under
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the Subscription Agreement, including without limitation to the execution, amendment, supplementing, delivery, submission and implementation of any further documents or agreements.”
By Order of the Board Far East Global Group Limited Huang Brad Chairman
Hong Kong, 10 February 2012
Head Office and Principal Place of Registered Office: Business in Hong Kong: P.O. Box 309 16th Floor, Eight Commercial Tower Ugland House No. 8 Sun Yip Street Grand Cayman Chai Wan KY1-1104 Hong Kong Cayman Islands
Notes:
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A form of proxy for the meeting is enclosed.
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Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person (who must be an individual) as his proxy to attend and vote instead of him and a proxy so appointed shall have the same right as the member to speak at the meeting. Votes may be given either personally or by proxy. A proxy need not be a member of the Company. A member may appoint any number of proxies to attend in his stead at any one general meeting (or at any one class meeting).
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The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorized to sign the same.
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The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered at the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote.
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Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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Where there are joint registered holders of any Share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register in respect of the relevant joint holding.
At the date of this announcement, the executive directors of the Company are Mr. HUANG Brad (Chairman) and Mr. KO Chuk Kin, Herbert (Chief Executive Officer); the non-executive director of the Company is Mr. HUNG Cheung Shew and the independent non-executive directors of the Company are Mr. ZHOU Jinsong, Mr. YEN Homer Shih Hung and Mr. HONG Winn.
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